PAID TERMS OF SERVICE

Last Updated: April 7, 2021

These terms of service (this “Agreement”) is a binding contract between you, an individual or entity user or authorized representative of such user (“you” or “your”) and PD Network, Inc., a company formed pursuant to the laws of the Republic of Panama or any successor operator of the Site (as defined below) (together with any successors or assigns “PD,” “we,” “us” or “our”). This Agreement governs your use of any website that links to these terms, including, but not limited to https://paidnetwork.com/ (and all related subdomains) and any related mobile applications, if any (collectively, the “Site”) and the services we provide via the Site (the “Services”). 

BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SITE OR OUR SERVICES.

If you are accessing the Site or using our Services on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “you” or “your” in this Agreement will refer to the Organization.

  • General Terms and Conditions
    1. Description. The Site provides users with general information about the Services and multiple related technology platforms, including, but not limited to (i) a technology platform that enables you to create and enter into simple contracts without the need for expensive legal services (the “PAID Platform”), which is further described in detail in Section 17, and (ii) a technology platform which permits issuers of Tokens (as defined below) to transact directly with purchasers of Tokens (the “Ignition Platform”), which is further described in detail in Section 18. “Token” means a digital representation of value that functions as (i) a medium of exchange, (ii) a unit of account, (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as BTC, LTC, and ETH.
    2. No Advice. PD, and its shareholders, directors, officers, Affiliates (as defined below), employees, contractors, agents, partners, insurers, and attorneys (collectively, its “Associates”) do not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes. “Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first mentioned Person.
    3. Information Submitted to Us and Identity Checks
      1. Definitions.
        1. AML” means anti-money laundering, including, but not limited to, all Laws (as defined below) applicable to you prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, currency, or Tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.
        2. Anti-Corruption” means all Laws applicable to you prohibiting corruption or bribery of Government Officials (as defined below) , kickbacks, inducements, and other related forms of commercial corruption or bribery.
        3. CTF” means counter-terrorist financing.
        4. Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Site.
        5. Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise.
        6. Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either party or the execution, delivery and performance of the Services or any transaction entered into under this Agreement.
        7. Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation.
        8. Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site.
        9. Person” means an individual, association, partnership, corporation, company, other corporate body, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).
        10. Prohibited Jurisdiction” means the United States.

 

  1. Sanctioned Person” refers to any Person or Wallet that is (i) specifically listed in any Sanctions List, (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction, or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws
  2. Sanctions List” means the “Specially Designated Nationals and Blocked Persons List” (the “SDN List”) and other non-SDN Lists, as determined in PD’s sole and absolute discretion, which may include, but is not limited to, the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by Financial Crimes Enforcement Network of the U.S. Department of the Treasury, and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Financial Investigation Authority of the British Virgin Islands, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), the Seychelles and the United Nations.
  3. Wallet” means a software application (or other mechanism) that provides a means for holding, storying, and/or transferring Tokens. 
  1. PD is committed to providing safe, compliant, and reputable Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws. Accordingly, PD may, in its sole and absolute discretion, conduct a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to this Agreement, you shall affirmatively certify that you are not a Sanctioned Person nor have you been suspended or blocked from using the Site or Services by PD, (collectively, a “Prohibited Person”) and are not utilizing the Services for the benefit of a Prohibited Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations as set forth in PD’s or its Associate’s sole and absolute discretion. You agree to provide promptly any documentation, information, or records requested by PD at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status under applicable tax Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership. PD may need to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and PD hereby expressly reserves the right to keep such information, documentation, and records. Additionally, PD may monitor for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to applicable international regulators. These undertakings shall apply even when you suspend or terminate your relationship with PD. Our policies apply to any and all Tokens and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.
  2. Reservation of Rights. PD reserves the right to bar any transactions on the Site or through the Services, for or with, any user for any reason, or for no reason, at any time, subject to any limitations imposed by applicable Laws. In lieu of refusing access to the Services, PD may, in its sole and absolute discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Services. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, PD has the absolute discretion to suspend or terminate Services to you immediately.
  3. Accuracy of Information. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION AND MATERIAL THAT YOU PROVIDE TO US IN CONNECTION WITH US CHECKING YOUR BACKGROUND. YOU HEREBY REPRESENT AND WARRANT THAT (i) ALL SUCH INFORMATION AND MATERIALS ARE TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS, COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS AND DO NOT VIOLATE OR INFRINGE ANY THIRD-PARTY RIGHTS, AND (ii) YOU WILL IMMEDIATELY NOTIFY US ABOUT, AND CORRECT, ANY INACCURACY IN ANY SUCH MATERIALS OR INFORMATION.
  4. Acknowledgment. YOU ACKNOWLEDGE THAT WE MAY CHECK YOUR BACKGROUND AND IDENTITY, IN OUR SOLE AND ABSOLUTE DISCRETION, IN CONNECTION WITH CERTAIN USES OF THE SITE. YOU HEREBY AUTHORIZE US TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION WE CONSIDER NECESSARY OR HELPFUL TO VERIFY YOUR IDENTITY AND TO TAKE ANY ACTIONS WE DEEM NECESSARY OR HELPFUL BASED ON THE RESULTS OF SUCH INQUIRIES AND INVESTIGATIONS. YOU FURTHER AUTHORIZE ANY AND ALL THIRD PARTIES TO WHICH ANY SUCH INQUIRIES OR INVESTIGATIONS MAY BE DIRECTED TO FULLY RESPOND TO SUCH INQUIRIES OR INVESTIGATIONS. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, IN OUR SOLE DISCRETION, DENY YOU THE RIGHT TO USE THE SITE. PD AND ITS ASSOCIATES WILL HAVE NO LIABILITY TO YOU FOR ANY LIABILITY OR OTHER LOSSES ARISING FROM ANY INQUIRIES OR INVESTIGATIONS ARISING UNDER THIS SECTION 1.3.
  1. Wallets. YOU ACKNOWLEDGE AND AGREE THAT (i) WE HAVE NO CONTROL OVER ANY WALLET THAT YOU MAY USE IN CONNECTION WITH YOUR USE OF THE SITE, (ii) ALL WALLETS ARE PROVIDED BY THIRD PARTIES THAT WE HAVE NO RIGHT OR ABILITY TO CONTROL, AND (iii) ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY WALLET PROVIDER IS BETWEEN YOU AND THAT THIRD PARTY WALLET PROVIDER.
  2. Additional Terms. We may require you to agree to additional terms and/or policies from time-to-time in connection with your use of the Site or Services (“Additional Terms”). Except as expressly stated otherwise in such Additional Terms, any Additional Terms are hereby incorporated into and subject to this Agreement, and this Agreement will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency. 
    1. Depending on the services you use, you may be subject to the additional terms provided in Sections 17 and 18. To the extent the service specific terms in Sections 17 and 18 apply to you, as determined in PD’s sole and absolute discretion, and are inconsistent with the terms of Sections 1-16 of this Agreement, the terms of Sections 17 and 18 shall govern.
    2. You hereby agree to the to the collection, use and disclosure of information in accordance with and to be bound by the PD Privacy Policy (“Privacy Policy”) located [here].
  3. Changes to this Agreement. You understand and agree that PD may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site or Services after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Site or Services. Notwithstanding the preceding sentences of this Section 1.6, no revisions to this Agreement will apply to any dispute between you and PD that arose prior to the effective date of such revisions.
  4. Consideration. PD currently provides you with access to the Site for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of PD from your use of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain Services and other uses of the Site. If we do, then we will notify you of those fees before you have an obligation to pay them.
  5. Jurisdictional Issues. PD makes no representation that materials on the Site or the Services are appropriate, lawful or available for use in any location. Those who choose to access or use the Site or Services do so on their own initiative and are responsible for compliance with all applicable Laws.
  6. Eligibility. You may not use this Site or the Services if you are (i) a natural person under the age of 18, (ii) a Person located or residing in, or formed under the Laws of, a Prohibited Jurisdiction, or (iii) a Prohibited Person. 
  7. Mobile Services. The Site or portions thereof may be accessible via a mobile phone, tablet or other wireless devices (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Site and the related Mobile Services must be in accordance with this Agreement. PD and its Associates shall not be liable to any party for any loss or damage resulting in whole or in part from any malfunction in its Site or Service to you to the extent such malfunction arises from, or is in anyway connected to, your mobile carrier’s service.
  • Registration; Accounts
      1. Log-In Credentials. While you may always browse public-facing portions of the Site without registering with us, in order to access certain portions of the Site, PD may require you to register an account with us (an “Account”) or meet other criteria as determined by us in our sole and absolute discretion.
      2. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at [email protected] if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access Third-Party Services (defined in Section 7 below).
      3. Revocation of Access. We reserve the right to disallow, cancel, remove or reassign certain usernames and other information associated with an Account in appropriate circumstances, as determined by us in our sole and absolute discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole and absolute discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Services or Site, infringe or violate any third party rights, damage or bring into disrepute the reputation of PD, or violate any applicable Laws. If messages sent to the e-mail address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third party.
  • Intellectual Property Rights
      1. License. Subject to your complete and ongoing compliance with this Agreement, PD hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services and Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Services and Site available to you.
      2. Content. Except as otherwise set forth in this Agreement, the content that PD provides to you on the Services and Site, including, without limitation, any text, graphics, software, interactive features, information or other materials (collectively, the “PD Content”), is protected by copyright or other intellectual property rights and owned by PD or its licensors. Moreover, PD or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Services and Site, in each case whether registered or unregistered, and any related goodwill.
      3. Marks. PD’s trademarks, service marks and logos (collectively, the “PD Trademarks”) used and displayed on the Site are PD’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Services and Site may be trademarks or service marks owned by third parties (collectively with the PD Trademarks, the “Trademarks”). Except as otherwise permitted by Law, you may not use the Trademarks to disparage PD or the applicable third party, PD’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without PD’s prior written consent. All goodwill generated from the use of any PD Trademark will inure solely to PD’s benefit.
      4. Restrictions. PD hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site, Service, or any PD Content or Trademarks located or displayed on or within the Site or Service.
  • Content
      1. General. Certain features on the Site may allow you to submit or upload (collectively, “Submit”) content to the Site or you may otherwise directly or indirectly provide content to PD, such as user profile content or other materials subject to intellectual property or similar Laws (“User Content”). For all User Content that you Submit, you hereby grant us (and those third parties we work with) a worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform and display and distribute such content; provided that we will not share with other users any User Content that you Submit that is not viewable by other users based on any privacy settings available on the Site. The rights you grant in this Section 4 are for the purpose of operating, promoting, and improving our Site and Service and this license continues even if you stop using our Site.
      2. Disclaimer. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for User Content. PD may, however, at any time and without prior notice, screen, remove, edit or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that PD determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any user who Submits Objectionable Content, including, but not limited to, warning the user or suspending or terminating the user’s Account.
  • Restrictions on Use of the Site. Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):
      1. decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;
      2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or Site, or any activity conducted thereon;
      3. delete or alter any material PD makes available on the Site;
      4. frame or link to any of the materials or information available on the Site;
      5. use or exploit any Trademarks or PD Content in any manner that is not expressly authorized by this Agreement;
      6. access, tamper with or use non-public areas of the Site, PD’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of PD’s providers;
      7. provide any false information to PD;
      8. create a false identity or impersonate another person or entity in any way;
      9. restrict, discourage or inhibit any person from using the Site;
      10. use the Site, without PD’s prior express written consent, for any unauthorized purpose;
      11. gain unauthorized access to the Site, other users’ Accounts or to other computers or websites connected or linked to the Site or Services;
      12. transmit to the Site any virus, worm, spyware, malware, ransomware, or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or Services or communications equipment and computers connected thereto;
      13. violate any federal, state or local Laws or the terms of this Agreement; or
      14. assist or permit any person in engaging in any of the activities described above.
    1. Subpoenas and Court Orders. It is PD’s policy to comply with all facially valid subpoenas, court orders or binding orders issued to it by law enforcement agencies and other Government Authorities. This may affect your access to your account, your funds and our services to you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable Law, the guidance or direction of any regulatory authority or Government Authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
    2. Third-Party Services. PD and its Associates may contract with Persons, including those providing research analysis or other information related to the Services to provide certain data, information, insights, analysis, and articles that are made available through the Site and the Services, and may also provide links to third-party websites (or other online properties that are not owned or controlled by PD) or services that are not under the control of PD (such information and services collectively, “Third-Party Services”). In addition to this Agreement, you may be bound by any additional terms required by providers of Third-Party Services. PD and its Associates make no representations about, and accept no liability for, any Third-Party Services. PD and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.
    3. Feedback. If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Site or Services (“Feedback”), then you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), worldwide and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.
    4. Governing Law and Dispute Resolution
      1. Governing Law. This Agreement shall be construed and interpreted in accordance with the Laws of the Republic of Panama, without giving effect to provisions thereof regarding conflict of laws. 
      2. Dispute Resolution. Except as set forth in Section 17.3, any controversy or claim arising out of or relating to this Agreement or the interpretation, breach, termination or validity hereof shall be resolved through arbitration in accordance with the Panama Conciliation and Arbitration Centre rules. The language to be used in the arbitral proceedings shall be English and the seat of the arbitration shall be the Republic of Panama.
      3. Third Party Disputes. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY SMART AGREEMENT (AS DEFINED BELOW) OR ANY DISPUTE WITH A PROJECT (AS DEFINED BELOW) OR DISPUTE RELATED TO THE PURCHASE OF PROJECT TOKENS (AS DEFINED BELOW) IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE PD AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  • Limitation of Liability and Disclaimer of Warranties
      1. PD MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON OR THE SERVICES. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PD HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
      2. WITHOUT LIMITING SECTION 10.1, PD MAKES NO WARRANTY THAT THE SITE, SERVICES, OR ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE, SERVICES, OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN PD WILL NOT BE RESPONSIBLE FOR THOSE COSTS.
      3. IN NO EVENT WILL PD BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE, SERVICE, AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF PD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PD’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PD PURSUANT TO THIS AGREEMENT.
      4. PD SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH (i) ANY OUTAGE OR UNAVAILABILITY OF THE SITE OR ANY PROBLEMS YOU MAY HAVE IN PARTICIPATING ON THE SITE OR IN OUR SERVICES, OR (ii) ANY SECURITY BREACH AFFECTING ANY FEATURE, CONTENT OR SERVICES AVAILABLE ON THE SITE. YOU BEAR ALL RISKS OF USING THE SITE, AND YOU SHOULD ONLY PARTICIPATE TO THE EXTENT YOU ARE WILLING AND ABLE TO LOSE ANY AMOUNTS SPENT AND/OR INVESTED.
      5. THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE OR SERVICES, AND PD MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. PD PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. PD HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE OR SERVICES.
      6. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PD OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
      7. PD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE SITE OR IN OUR SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU MAY LOSE ALL OR PART OF ANY PARTICIPATION ON THE SITE AND THROUGH OUR SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PD MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE SITE OR SERVICE
    1. Your Representations and Warranties. You represent and warrant to PD on the date of your acceptance or deemed acceptance of this Agreement and each day on which you utilize or access the Services, in each case with reference to the facts and circumstances existing at such date, as follows:
      1. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
      2. that, if you are using the Site on behalf of a legal entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
      3. that you understand the risks associated with using the Site and the Services, that you are not otherwise prohibited by applicable Laws from using the Site and the Services and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement and the Services;
      4. that you will not use the Site or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML or CTF Laws, or to deal in any unlawful Tokens, property, funds, or proceeds;
      5. that you will not transact on the Site or use any Services with anything other than Tokens that have been legally obtained by you and that belong to you;
      6. that you are currently in compliance with, and must, at your own cost and expense, comply with all applicable laws that relate to or affect the Services conducted under this Agreement, including, but not limited to, AML, CTF, Anti-Corruption Laws, Economic Sanctions, or tax Laws;
      7. that you consent to any and all tax and information reporting under AML, CTF, Anti-Corruption, Economic Sanctions, or tax Laws as PD may reasonably determine;
      8. that neither you nor any of your Affiliates shall use any Tokens in connection with the Services directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws, or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML, CTF, or Economic Sanctions Laws;
      9. that neither you nor any of your Affiliates is (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person, (ii) involved in any transaction, transfer, or conduct that is likely to result in you or your Affiliates becoming a Sanctioned Person, (iii) residing or domiciled in, or transferring Tokens, or property to, from, or through any Wallet or other account in, or engaging in any transaction on the Site from a Prohibited Jurisdiction.
      10. that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any Token, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
      11. that you will not falsify any Site or Services registration, or administration details provided to PD or any Project;
      12. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by PD or any Project in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to PD or a Project becomes incorrect or outdated, including, but not limited to, information relating to your beneficial ownership, you will promptly provide corrected information to PD;
      13. that you acknowledge and agree that any Wallet you use in connection with the Services, other than a Wallet provided on the Site by PD to enable interaction with the Services, is wholly controlled and owned by you and that PD does not have any right, title or interest to the Wallet, except as otherwise set forth herein;
      14. that you acknowledge and agree that any transactions undertaken through your login credentials, from your authorized e-mail address on file with PD, or from a Wallet in connection with the Services are deemed to be valid, binding, and conclusive;
      15. that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon;
      16. that (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement, (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third party, (iii) the Submission of your User Content will not require us to pay any amounts or provide any attribution to any third parties, and (iv) the Submission of your User Content does not result in a breach of contract between you and a third party or infringe the rights of any other person or violate applicable Laws;
      17. that you will accurately and promptly inform PD if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect;
      18. That you are fully aware of and accept the risks associated with buying, trading and using Tokens, including, but not limited to:
        1. Market prices for Tokens, including, but not limited to, Project Tokens, can be volatile and highly unpredictable. Whether the future market price for a Token will move up or down or even sustain a market value is a speculation and unknowable. 
        2. Markets for Tokens can at times become what is known as “illiquid,” which means there can be a scarcity of persons who are willing to trade at any one time. Thinly traded or illiquid markets have potential for increased risk of loss because they can experience high volatility of prices and in such markets market participants may find it impossible to liquidate market positions except at very unfavorable prices. There is no guarantee that the markets for any Token will be active and liquid or permit you to establish or liquidate positions in the Tokens when desired or at favorable prices.
        3. The legality of holding Tokens, trading of them, or buying or selling Tokens may not be clear and may vary under the Laws of different jurisdictions throughout the world. This can mean that the legality of holding or trading Tokens, or buying or selling Tokens, is not always clear. Whether and on what basis a Token may constitute property, an asset, might vary from one jurisdiction to another. You are responsible for knowing and understanding how the Laws applicable to you or your property with respect to the use of the Services. 
        4. The Tokens transferred into a Smart Contract (as defined below) may be commingled with the Tokens of other users of the Site. Transferring your Tokens into the Smart Contract exposes your Tokens to risks of total loss from, among others things, security breaches from cyber attacks that hack and steal Tokens, electronic or technological failures that impede or prevent market access and market performance, recordkeeping errors, and any insolvency, bankruptcy, or material financial losses of or incurred by PD or any of its Associates.
      19. You acknowledge and agree that PD may freeze the Smart Contract, in its sole and absolute discretion, in the event that you or any other user of the Services are believed to be engaged in suspicious activity or to be in breach of this Agreement.
      20. You acknowledge and agree that PD operates and administers the Site, but PD is (i) not a counterparty to any purchase or sale of Tokens by and between you and any third party, including, but not limited to, the purchase of Project Tokens (as defined below), and (ii) is not a counterparty to any SMART Agreements you enter into by and between you and any other user of the Services. PD has no financial responsibility or liability for any failure of market participants to honor their financial obligations. There is always a risk that one or more market participants will renege, default, or otherwise fail to honor their financial obligations or will be unwilling or unable to abide by the terms of their agreements. In the event that risk materializes, other market participants can and likely will incur financial losses.
      21. You acknowledge and agree that the holding of Tokens is inherently in risk of the potential for Tokens, and/or Wallets, to be lost, stolen, or hacked.
      22. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or PD as drafter.
    2. Indemnification. To the fullest extent permitted by Law, you agree to defend, indemnify and hold harmless PD and its Associates from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your breach of this Agreement, (ii) your access to, use or misuse of the PD Content, Trademarks or any part of the Site or Services, or (iii) any false, inaccurate or misleading information you provide to PD. PD will provide notice to you of any such claim, suit or proceeding. PD reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this section at your sole expense if PD believes that you are unwilling or incapable of defending PD’s interests. In such case, you agree to cooperate with any reasonable requests assisting PD’s defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any user of any of his, her or its legal rights under applicable Laws or any other Laws whose applicability is not permitted to be contractually waived.
    3. Term and Termination.
      1. Term. As between you and PD, the term of this Agreement commences on your first use of the Site or Services and continues until the termination of this Agreement by either you or PD.
      2. Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at [email protected] and terminating your use of the Site and Services. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Site or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
      3. Survival. The respective indemnities, representations, warranties and agreements of the parties hereto contained in this Agreement or made by or on behalf of the parties hereto pursuant to this Agreement shall survive the termination of this Agreement indefinitely and shall remain in full force and effect, including, but not limited to, the terms of Sections 1.2, 1.3, 1.4, 1.8, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13.3, 14 and all defined terms used therein will survive the termination of this Agreement indefinitely.
    4. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy.
    5. Miscellaneous. You agree that no joint venture, partnership, employment or agency relationship exists between you and PD as a result of this Agreement or use of the Site or Services. 
      1. Severability. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. 
      2. No Waiver. Failure of PD to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against PD unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. 
      3. Entire Agreement. This Agreement constitutes the entire agreement between you and PD with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. 
      4. Headings. The section headings are provided merely for convenience and will not be given any legal import. 
      5. Assignment. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of PD. PD may assign this Agreement, including all its rights hereunder, without restriction. 
    6. Contact Us. If you would like to contact us for any reason email us at [email protected]
  • Terms of Service Specific to the PAID Platform. 

 

  1. Use of the PAID Platform. PD operates the PAID Platform, which is located at www.paidnetwork.com and related subdomains. The PAID Platform facilitates the drafting, executing and enforcing of contracts between you and other users by enabling its users to draft simple contracts (“SMART Agreements”) that contain basic contract terms.
    1. To enter into a SMART Agreement, the parties thereto (the “SMART Parties”) must send the Tokens subject to the terms of the SMART Agreement (the “Deal Tokens”) to a Wallet designated by PD on the Site, in its sole and absolute discretion (the “Escrow Wallet”). The Escrow Wallet shall hold the Deal Tokens in escrow pending completion of the services detailed in the SMART Agreement. For the avoidance of doubt, the Escrow Wallet is a pre-programmed Wallet, and the Deal Tokens may only be released to the benefiting party(ies) upon mutual consent of the SMART Parties. Should a dispute arise between the SMART Parties, and the SMART Parties fail to collectively authorize the release of the Deal Tokens, such dispute shall be submitted to arbitration pursuant to the terms of Section 17.3.
    2. You hereby acknowledge and agree that if you enter into a SMART Agreement with any other user or third party, the provisions of the SMART Agreement shall be binding upon, and inure to the benefit of, the parties thereto and their respective heirs, personal representatives, successors and permitted assigns.
  2. PAID Tokens and Staking. The PAID Platform integrates its native Token, the PAID Token, in the various use cases on the Platform, as determined in PD’s sole and absolute discretion. The PAID Platform gives PAID Token holders (“Token Holders”) different levels of access to the PAID Platform dependent on how many PAID Tokens a Token Holder holds, which shall be verified by PD in its sole and absolute discretion. The different tiers of access shall be (i) the “Participant Tier,” which requires 15,000 PAID Tokens be held, (ii) the “Manager Tier,” which requires that 75,000 PAID Tokens be held, the “Receiver Tier,” which requires that 150,000 PAID Tokens be held, and the “Arbitrator Tier,” which requires that 1,000,000 Tokens be held. For the avoidance of doubt, PD, in its sole and absolute discretion, shall determine what access and use on the PAID Platform each Staking tier may receive. Furthermore, PD reserves the right to change, alter, or remove any access for any Staking tier or remove Staking from the PAID Platform altogether.
  3. Dispute Resolution and Arbitration. Any controversy or claim by and between two parties to a SMART Agreement (the “Disputing Parties”) arising out of or relating to the SMART Agreement or the interpretation, breach, termination or validity thereof (the “Arbitration”) shall be resolved through the PAID Platform’s arbitration mechanism. 
    1. Initiation of Arbitration. Arbitration shall be initiated once one of the Disputing Parties send notice to PD, by any method provided by PD, in its sole and absolute discretion, on the Site. 
    2. Selection of Arbitrators. Once arbitration is initiated, PD shall select three arbitrators (the “Arbitrators”), selected at random and pursuant to any method, in PD’s sole and absolute discretion. The arbitrators shall be selected solely from persons that are in the Arbitrator Tier.
    3. Payment of Collateral. As set forth in more detail on the Site, the Disputing Parties shall send a certain number of PAID Tokens, as determined in PD’s sole and absolute discretion, to the Arbitrators to be held as collateral (the “Collateral”) in escrow pending conclusion of the Arbitration (the “Arbitration Tokens”).
    4. Arbitration Procedure. As set forth in more detail on the Site, the Disputing Parties shall have the opportunity to put forth any evidence and arguments supporting their respective claims. The Arbitrators shall use such evidence and arguments to render their final decision. Once a majority of the Arbitrators decide in favor of one of the Disputing Parties, the Arbitration shall be deemed complete. 
    5. Fees and Return of Collateral. Following conclusion of the Arbitration, (i) the Collateral of the Disputing Parties shall be returned to the respective party’s Wallet, less the fees, as det forth in PD’s sole and absolute discretion, collected by the Arbitrators, and (ii) the Tokens subject to the SMART Agreement shall be distributed to the applicable SMART Parties as determined by the Arbitrators. 
    6. Venue and Language. The Arbitration shall take place remotely and via the PAID Platform. The language to be used in the Arbitration shall be English.
    7. Final and Binding. The Arbitrators’ decision shall be final and binding. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled of costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.

 

  1. Terms of Service Specific to the Ignition Platform.
    1. Use of the Ignition Platform. PD operates the Ignition Platform, which is located at www. https://ignition.paidnetwork.com/ and related subdomains, and provides a technology platform which permits issuers (“Projects”) of Tokens (“Project Tokens”) to transact directly with purchasers of the Tokens.
      1. If you decide to purchase Project Tokens through the Site, that purchase (i) may be subject to additional terms you agree upon with the Project for the purchase and sale of the Project Tokens (the “Token Purchase Agreement”), (ii) may be required to provide, in addition to the information or documents required pursuant to Section 1.3.2 above,  additional user due diligence documents as requested, in the sole discretion of a Project (“Additional KYC”), and (iii) may be subject to limitations described on the Site, including, but not limited to, eligibility and sale restrictions, as determined and set forth by PD in its sole and absolute discretion. PD will provide technological and administrative services to both you and the Project to facilitate that purchase. You acknowledge and agree that (A) your purchase of the Project Tokens constitutes a separate agreement by and between you and the Project to which PD is not a party, and (B) PD shall not enforce the terms of any Token Sales Agreements, and your compliance therewith is your responsibility.
      2. PD has created an integration to allow you to transfer Tokens to a Wallet (the “Smart Contract”) that provides a means for you to purchase one or more Project Tokens from a Project using the Services (the “Token Sale”). As a result, in order to fund the Smart Contract and use the Services, you must (i) follow the procedures set forth on the Site to connect your Wallet (the “Connected Wallet”) to your account, and (ii) transact solely from the Connected Wallet. PD does not permit you to add Tokens to the Smart Contract through any other means or any Token Wallets other than the Connected Wallet. 
      3. You must transfer sufficient Tokens to the Smart Contract to facilitate payment for the Project Tokens you wish to purchase from a Project. The Ignition Platform will be used to facilitate (i) the transfer from the Smart Contract to the Project the number and type of Tokens you agree upon with the Project in exchange for the Project Tokens, (ii) the transfer from the Smart Contract of Project Tokens to your Connected Wallet, and (iii) other administrative matters such as execution of the Token Purchase Agreement, if any, between you and the Project, and confirming receipt and delivery of Tokens or Project Tokens, as applicable, by the Project and by you. 
      4. You acknowledge and agree that the Smart Contract will hold the Tokens you send to it on the applicable blockchain, which shall be chosen by PD in its sole and absolute discretion. While the Tokens that you transfer to the Smart Contract will be recorded by PD as owned by you, the Tokens transferred into the Smart contract may be commingled with the Tokens of other users of the Site. 
      5. You acknowledge and agree that you cannot purchase Project Tokens unless you (i) satisfy the requirements of Section 1.3.2 and any Additional KYC requirements, (ii) execute the Token Purchase Agreement, if any, between you and the Project, and (iii) transfer the sufficient number of Tokens, as set forth on the Site at the time of purchase, in the amount you agreed to pay for the Project Tokens. If neither of the foregoing items (i) – (iii) have been satisfied, at the discretion of PD, your purchase of the Project Tokens may be invalidated and the Project Tokens you wished to purchase may be allocated to other purchasers.
      6. You agree and acknowledge that Project Tokens will generally be allocated on a “first come, first serve” basis.
      7. You agree that you assume and bear the risk of any and all losses related to your purchase of Project Tokens and that you have no right whatsoever to claim damages, specific performance, or compensation in any form from PD or its Associates related to your purchase of Project Tokens. In the event of any discrepancy in the information reflected in the Smart Contract or elsewhere on the Site and information on the books and records of PD, the books and records of PD shall be final and binding for all purposes, even if this results in losses to you.
    2. Transfers. PD reserves the right to process and effectuate any transfer from the Smart Contract. In the course of processing and transferring Tokens out of the Smart Contract, PD may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, third parties that provide anti-money laundering and/or know-your-customer services, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for PD and its Associates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release PD from any liability, error, mistake, or negligence related thereto.
    3. Project Submissions. The Site contains content and materials (i) authored by or at the direction or request of a Project, including but not limited to, any of the foregoing prepared by any designee or representative of the Project, about, relating to or in connection with a Project Token and (ii) which is published or otherwise displayed on the Site (“Project Submissions”), none of which have been verified by PD for adequacy, accuracy or completeness. PD is not responsible for the legality, reliability, accuracy, and appropriateness of such content. Further, use of the information provided may be restricted by the Projects under any additional terms required by a Token Purchase Agreement, if applicable. You are personally responsible for verifying any information that you find on our website that you wish to rely on, whether for investment decisions or otherwise.